Posts in News and Updates
CALIFORNIA EMPLOYMENT LAW ALERT-JUNE 2018

California Employers face ever changing requirements in the second half of 2018—minimum wages are going up in certain cities arbitration agreements can include class action waivers, national origin discrimination expanded, and a new test to determine whether a worker is an “independent contractor” or an employee.

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Court of Appeal Says Complete and Final Agreement is Sort of Complete, Kind of Final, Maybe Neither.

We’ve previously discussed integration clauses in contracts providing that a written agreement is the complete and final expression of the parties’ agreement and that it cannot be contradicted by evidence of a prior or contemporaenous oral agreement. If you want the term in the contract then it should go in. This is contained in California Code of Civil Procedure Section 1856. Fair enough.

In late December, the California Court of Appeal decided Albert Kanno v. Marwit Capital Partners II, L.P. involving Albert Kanno’s sale of three businesses to a private equity fund. There were three agreements--a sale agreement, stock subscription agreement, and stockholder agreement, and all three had integration clauses. But Kanno alleged there was also an oral Stock Redemption Agreement.

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Shareholder Litigation to Obtain Corporate “Books and Records” to Value Company and Investigate Wrongdoing

The Delaware Chancery Court has issued two recent opinions describing shareholder rights to inspect corporate books and records. Both cases center on Delaware General Corporation Law, Section 220, under which shareholders “have the right ... to inspect for any proper purpose … [t]he corporation's stock ledger, a list of its stockholders, and its other books and records[.]” 8 Del. C. § 220. 

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